SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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        Date of report (Date of earliest event reported): MARCH 11, 2005


                              AEROFLEX INCORPORATED
               (Exact Name of Registrant as Specified in Charter)



  DELAWARE                         000-02324                      11-1974412

(State of Other Jurisdiction      (Commission                   (IRS Employer
  of Incorporation)               File Number)               Identification No.)



  35 SOUTH SERVICE ROAD, PLAINVIEW, NEW YORK                        11803
  (Address of Principal Executive Offices)                       (Zip Code)

                                 (516) 694-6700
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)






ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On March  11,  2005,  Aeroflex  Incorporated  (the  "Registrant")  and Carl
Caruso,  Vice  President  -Manufacturing  of the  Registrant,  entered  into  an
amendment (the  "Amendment") to the Employment  Agreement between the Registrant
and Mr.  Caruso.  Pursuant to the  Amendment,  following  the  expiration of the
employment term under the Employment Agreement,  which is currently scheduled to
expire on November 6, 2006, but  automatically  extends for successive  one-year
periods,  Mr. Caruso will provide  consulting  services to the  Registrant for a
three-year  period and receive an annual  consulting  fee equal to two-thirds of
his annual salary upon the termination of his employment.

     A copy of the Amendment is filed as Exhibit 10.1 hereto.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

        (c)  10.1   Amendment dated as of March 11, 2005 between Aeroflex
Incorporated and Carl Caruso.









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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     AEROFLEX INCORPORATED


                                     By: /s/Michael Gorin
                                        ----------------------
                                     Name:  Michael Gorin
                                     Title: Vice Chairman


Dated:   March 11, 2005


















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